What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-05 · 122 added, 270 removed, 412 unchanged (49% of the section changed)

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In millions, except per share amounts)

9 unchanged sentences

Interest income

Interest expense

Interest expense, net

Other income (expense), net

12 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

(In millions)

23 unchanged sentences

Long-term operating lease liabilities

Deferred income taxes

Deferred income taxes, net

Other long-term liabilities

3 unchanged sentences

Additional paid in capital

Accumulated other comprehensive loss, net

Accumulated other comprehensive income (loss), net

Retained earnings

4 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

3 unchanged sentences

Amortization of operating lease right-of-use assets

Deferred income taxes

Deferred income taxes, net

Share-based compensation expense

Income from SSAT

Distributions from SSAT

Changes in assets and liabilities:

11 unchanged sentences

Proceeds from disposal of property and equipment, net

Payments for asset acquisitions

Cash and interest deposited into the Capital Construction Fund

3 unchanged sentences

Repayments of debt

Payments of deferred loan fees

Dividends paid

2 unchanged sentences

Net cash used in financing activities

Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents, and Restricted Cash, Beginning of the Period

Cash and Cash Equivalents, and Restricted Cash, End of the Period

Reconciliation of Cash, Cash Equivalents and Restricted Cash, End of the Period:

Cash and Cash Equivalents

Restricted Cash

Total Cash and Cash Equivalents, and Restricted Cash, End of the Period

Net Decrease in Cash and Cash Equivalents

Cash and Cash Equivalents, Beginning of the Period

Cash and Cash Equivalents, End of the Period

Supplemental Cash Flow Information:

Interest paid, net of capitalized interest

Income tax payments (refunds), net

Income taxes paid, net of income tax refunds

Non-cash Information:

6 unchanged sentences

Income (Loss)

Total

Balance at December 31, 2025

5 unchanged sentences

Balance at March 31, 2026

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Dividends ( $ 0.34 per share and $ 0.36 per share)

Balance at June 30, 2025

Other comprehensive income (loss), net of tax

Share-based compensation

Shares repurchased

Balance at September 30, 2025

Comprehensive

1 unchanged sentence

Income (Loss)

Total

Balance at December 31, 2024

3 unchanged sentences

Shares repurchased

Equity interest in SSAT (See Note 4)

Dividends ( $ 0.34 per share)

Balance at March 31, 2025

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Dividends ( $ 0.32 per share and $ 0.34 per share)

Balance at June 30, 2024

Other comprehensive income (loss), net of tax

Share-based compensation

Shares issued, net of shares withheld for employee taxes

Shares repurchased

Balance at September 30, 2024

See Notes to Condensed Consolidated Financial Statements.

AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANICAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF THE BUSINESS

5 unchanged sentences

Founded in 1882, MatNav provides a vital lifeline of ocean freight transportation services to the domestic non-contiguous economies of Hawaii, Alaska and Guam, and to other island economies in Micronesia.

MatNav also operates premium, expedited services from China to Long Beach, California, which includes transshipment of cargo from other Asia origins, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Alaska to Asia.

In addition, subsidiaries of MatNav provide stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav on the Hawaiian islands of Oahu, Hawaii, Maui and Kauai, and in Alaska.

MatNav also operates premium, expedited services from China to Long Beach, California, which includes cargo from other Asia origins, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Alaska to Asia.

In addition, subsidiaries of MatNav provide stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav in Hawaii and Alaska.

Matson has a 35 percent ownership interest in SSA Terminals, LLC (“SSAT”), a joint venture between Matson Ventures, Inc., a wholly-owned subsidiary of MatNav, and SSA Ventures, Inc., a subsidiary of Carrix, Inc.

SSAT currently provides terminal and stevedoring services to various carriers at eight terminal facilities on the U.S.

SSAT currently provides terminal and stevedoring services to various carriers at seven terminal facilities on the U.S.

West Coast, including three facilities dedicated for MatNav’s use.

2 unchanged sentences

(“Matson Logistics”), a wholly-owned subsidiary of MatNav.

Established in 1987, Matson Logistics extends the geographic reach of Matson’s transportation network throughout North America and Asia, and is an asset-light business that provides a variety of logistics services to its customers including:

Established in 1987, Matson Logistics extends the geographic reach of Matson’s transportation network throughout North America and Asia, and provides a variety of logistics services to its customers including:

(i) multimodal transportation brokerage of domestic and international rail intermodal services, long-haul and regional highway trucking services, specialized hauling, flat-bed and project services, less-than-truckload services, and expedited freight services (collectively, “Transportation Brokerage” services);

13 unchanged sentences

Fiscal Period:

The period end for Matson covered by this report is September 30, 2025.

The period end for MatNav and its subsidiaries covered by this report is September 26, 2025.

The period end for Matson covered by this report is March 31, 2026.

The period end for MatNav and its subsidiaries covered by this report is March 27, 2026.

Significant Accounting Policies:

4 unchanged sentences

Estimates and assumptions are used for but not limited to:

impairment of investments;

useful lives of property and equipment, impairment of investments;

impairment of long-lived assets, intangible assets and goodwill;

capitalized interest;

allowance for doubtful accounts and other receivables;

allowance for credit losses;

legal contingencies;

4 unchanged sentences

operating lease assets and liabilities;

income (loss) from SSAT including estimates for impairment charges;

and income taxes.

estimates of income (loss) from SSAT;

and income tax estimates.

Future results could be materially affected if actual results differ from these estimates and assumptions.

Prepaid Expenses and Other Assets:

Prepaid expenses and other assets consisted of the following at September 30, 2025 and December 31, 2024:

September 30,

Prepaid Expenses and Other Assets (in millions)

Prepaid insurance and insurance related receivables

Prepaid operating expenses

Other prepaid expenses

Recognition of Revenues and Expenses:

Revenue in the Company’s Condensed Consolidated Financial Statements is presented net of elimination of intercompany transactions.

The following is a description of the Company’s principal revenue generating activities by segment, and the Company’s revenue recognition policy for each activity for the periods presented:

Revenue and expenses in the Company’s Condensed Consolidated Financial Statements are presented net of elimination of intercompany amounts and transactions.

The following is a description of the Company’s principal revenue generating activities by segment, and the Company’s revenue and expense recognition policy for each activity for the periods presented:

Three Months Ended

Nine Months Ended

September 30,

Ocean Transportation (in millions) (1)

1 unchanged sentence

Terminal and other related services

Vessel management and related services

(1) Ocean Transportation revenue transactions are primarily denominated in U.S.

3 unchanged sentences

◾ Terminal and other related services revenue is recognized as the services are performed.

Related costs are recognized as incurred.

Terminal and other related service costs are recognized as incurred.

◾ Fuel sales revenue and related costs are recognized when the Company has completed delivery of the product to the customer in accordance with the terms and conditions of the contract.

◾ Vessel management and related services revenue is recognized in proportion to the services completed.

Related costs are recognized as incurred.

In July 2024, the Company discontinued its vessel management and related services.

Three Months Ended

Nine Months Ended

September 30,

Logistics (in millions) (1)

10 unchanged sentences

◾ Warehousing services revenue consist of amounts billed to customers for storage, handling, and value-added packaging of customer merchandise.

Storage revenue is recognized in the month the service is provided to the customer.

Storage revenue is recognized in the month the service is provided to the

Storage related costs are recognized as incurred.

3 unchanged sentences

Revenue is deferred when services are invoiced in advance to the customer.

Deferred revenue is included in other liabilities in the Company’s Condensed Consolidated Financial Statements.

The Company’s receivables are classified as short-term as collection terms are for periods of less than one year.

7 unchanged sentences

Capitalized interest is included in vessel construction in progress in property and equipment in the Company’s Condensed Consolidated Balance Sheets (see Note 5).

The Company capitalized $ 1.0 million and $ 1.2 million of interest related to the construction of new vessels for the three months ended September 30, 2025 and 2024, and $ 3.1 million and $ 3.0 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s third quarter 2025 cash dividend of $ 0.36 per share was paid on September 4, 2025.

On October 23, 2025 , the Company’s Board of Directors declared a cash dividend of $ 0.36 per share payable on December 4, 2025 to shareholders of record on November 6, 2025 .

The Company capitalized $ 0.9 million and $ 1.1 million of interest related to the construction of new vessels for the three months ended March 31, 2026 and 2025, respectively.

The Company’s first quarter 2026 cash dividend of $ 0.36 per share was paid on March 5, 2026.

On April 23, 2026 , the Company’s Board of Directors declared a cash dividend of $ 0.36 per share payable on June 4, 2026 to shareholders of record on May 7, 2026 .

Repurchase of Shares:

During the three and nine months ended September 30, 2025, the Company repurchased approximately 0.6 million and 2.0 million shares for a total cost of $ 66.4 million and $ 229.3 million, respectively.

During the three and nine months ended September 30, 2024, the Company repurchased approximately 0.4 million and 1.4 million shares for a total cost of $ 48.1 million and $ 169.2 million, respectively.

As of September 30, 2025, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 1.9 million shares.

Income taxes:

On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law.

Among other things, the Act provides for numerous changes to existing tax law including extending or making permanent certain tax provisions of the Tax Cuts and Jobs Act of 2017 that were set to expire.

Certain provisions of the Act are effective in fiscal 2025, while others are effective in fiscal 2026 and future years.

The application of the Act did not have a material impact on the Company’s effective tax rate during the three and nine

months ended September 30, 2025.

The Company is currently evaluating the effects of the Act on the Company’s income taxes for future periods, but does not expect that it will have a material impact on the Company’s effective tax rate for fiscal 2025.

Reclassification:

The Company reclassified amortization of deferred loan fees of $ 1.3 million from Depreciation and amortization to Other within cash flows from operating activities in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024, to conform to current year cash flow presentation.

There were no changes in Net cash provided by operating activities as a result of this reclassification for the nine months ended September 30, 2024.

During the three months ended March 31, 2026 and 2025, the Company repurchased approximately 0.4 million and 0.5 million shares for a total cost of $ 54.4 million and $ 69.2 million, respectively.

As of March 31, 2026, the maximum number of remaining shares that may be repurchased under the Company’s share repurchase program was approximately 0.8 million shares.

On April 23, 2026, the Company’s Board of Directors approved an additional 3.0 million shares of common stock to be added to the Company’s existing share repurchase program and extended the program to December 31, 2029.

Recently adopted accounting pronouncements:

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 provides optional simplified methods for estimating credit losses on current accounts receivable.

ASU 2025-05 is effective for interim and annual periods beginning after December 31, 2025.

The adoption of ASU 2025-05 during the three months ended March 31, 2026 did not have a material impact on the Company’s consolidated financial statements.

New Accounting Pronouncements:

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

4 unchanged sentences

The Company is currently evaluating the effects of adopting ASU 2024-03 but does not expect it will have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025.

The Company is currently evaluating the effects of adopting ASU 2023-09 but does not expect it to have a material impact on the Company’s consolidated financial statements.

REPORTABLE SEGMENTS

10 unchanged sentences

Segment balance sheet information is not provided to the CODM as capital decisions are based upon the Company’s consolidated balance sheet.

Reportable segment financial information for the three months ended September 30, 2025 and 2024 are as follows:

Reportable segment financial information for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended

September 30, 2025

September 30, 2024

(In millions)

Ocean Transportation

Operating Revenue (1)(2)

Operating Expenses:

Operating costs:

Direct cargo expense

Vessel operating expense

Operating overhead (3)

Direct operating costs

Depreciation and amortization

Total operating costs

Income from SSAT

General and administrative

Total Costs and Expenses

Operating Income:

Interest income

Interest expense

Other income (expense), net

Income before Taxes

Capital Expenditures (4)

(1) Ocean Transportation operating revenue excludes inter-segment revenue of $ 25.9 million and $ 26.7 million for the three months ended September 30, 2025 and 2024, respectively.

(2) Logistics operating revenue excludes inter-segment revenue of $ 38.0 million and $ 46.1 million for the three months ended September 30, 2025 and 2024, respectively.

(3) Ocean Transportation operating overhead includes dry-docking amortization of $ 7.1 million and $ 7.3 million for the three months ended September 30, 2025 and 2024, respectively.

(4) Capital expenditures exclude accrued capital expenditures of $ 7.1 million and $ 26.9 million as of September 30, 2025 and 2024, respectively.

Reportable segment financial information for the nine months ended September 30, 2025 and 2024 are as follows:

Nine Months Ended

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

(In millions)

15 unchanged sentences

Interest income

Interest expense

Interest expense, net

Other income (expense), net

1 unchanged sentence

Capital Expenditures (4)

(5) Ocean Transportation operating revenue excludes inter-segment revenue of $ 72.8 million and $ 69.2 million for the nine months ended September 30, 2025 and 2024, respectively.

(6) Logistics operating revenue excludes inter-segment revenue of $ 107.6 million and $ 112.0 million for the nine months ended September 30, 2025 and 2024, respectively.

(7) Ocean Transportation operating overhead includes dry-docking amortization of $ 20.7 million and $ 21.0 million for the nine months ended September 30, 2025 and 2024, respectively.

(8) Capital expenditures exclude accrued capital expenditures of $ 7.1 million and $ 26.9 million as of September 30, 2025 and 2024, respectively.

(1) Ocean Transportation operating revenue excludes inter-segment revenue of $ 17.8 million and $ 21.4 million for the three months ended March 31, 2026 and 2025, respectively.

(2) Logistics operating revenue excludes inter-segment revenue of $ 29.8 million and $ 32.6 million for the three months ended March 31, 2026 and 2025, respectively.

(3) Ocean Transportation operating overhead includes dry-docking amortization of $ 7.7 million and $ 6.6 million for the three months ended March 31, 2026 and 2025, respectively.

(4) Capital expenditures exclude accrued capital expenditures of $ 3.2 million and $ 7.6 million as of March 31, 2026 and 2025, respectively.

Ocean Transportation’s operating expenses includes the following:

● Operating costs includes:

o Direct cargo expense includes terminal handling costs including labor and wharfage, outside purchased transportation and other related costs.

o Direct Cargo Expense includes terminal handling costs including labor, stevedoring and wharfage, outside purchased transportation and other related costs.

o Vessel Operating Expense includes crew wages and related costs;

2 unchanged sentences

and other vessel operating related expenses.

o Operating overhead expense includes vessel repair and maintenance costs, inactive vessel costs, dry-docking amortization, equipment lease costs, equipment repair costs, vessel insurance, port engineers and other maintenance costs, other vessel and shoreside related overhead and other indirect costs.

o Operating Overhead Expense includes vessel repair and maintenance costs, inactive vessel costs, dry-docking amortization, equipment lease costs, equipment repair costs, insurance, port engineers and other maintenance costs, other vessel and shoreside related overhead and other indirect costs.

o Depreciation and Amortization Expense includes depreciation of property and equipment and amortization of intangible assets.

7 unchanged sentences

The Company’s Ocean Transportation segment provides ocean transportation services to the Logistics segment, and the Logistics segment provides logistics services to the Ocean Transportation segment in certain transactions.

Accordingly, inter-segment revenue of $ 63.9 million and $ 72.8 million for the three months ended September 30 , 2025 and 2024, and $ 180.4 million and $ 181.2 million for the nine months ended September 30, 2025 and 2024, respectively, have been eliminated from consolidated operating revenues.

Accordingly, inter-segment revenue of $ 47.6 million and $ 54.0 million for the three months ended March 31, 2026 and 2025, respectively, have been eliminated from consolidated operating revenues.

In arrangements where the customer purchases ocean transportation and logistics services, the revenues are allocated to each reportable segment based upon the contractual amounts for each type of service.

1 unchanged sentence

The Company’s investment in SSAT is described in Note 4 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Condensed income statement information for SSAT for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

Condensed income statement information for SSAT for the three months ended March 31, 2026 and 2025 consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

(In millions)

1 unchanged sentence

Operating costs and expenses

Operating income (loss)

SSAT’s Net Income (Loss) (1)

Company’s Share of SSAT’s Net Income (Loss) (2)

Operating (loss) income

SSAT’s Net Income (1)

Company’s Share of SSAT’s Net Income (2)

(1) Includes earnings and losses from equity method investment held by SSAT less earnings and losses allocated to non-controlling interests.

(2) The Company records its share of net income (loss) from SSAT in costs and expenses in the Condensed Consolidated Statement of Income and Comprehensive Income due to the nature of SSAT’s operations.

The Company’s investment in SSAT was $ 107.2 million and $ 84.1 million at September 30, 2025 and December 31, 2024, respectively.

On March 1, 2024, SSAT completed the sale of 25 percent of its equity interest in SSA Terminals (Seattle Terminals), LLC (“SSAT ST”) to a third-party company.

After the completion of this transaction, SSAT retains a 50 percent controlling interest in SSAT ST, while the third-party company increased its non-controlling interest to 50 percent in SSAT ST.

As a result of this transaction during the three months ended March 31, 2024, the Company recorded an increase in its investment in SSAT of approximately $ 13.2 million and increase in deferred income taxes of $ 3.1 million, and a corresponding increase in retained earnings of $ 10.1 million.

(2) The Company records its share of net income from SSAT in costs and expenses in the Condensed Consolidated Statement of Income and Comprehensive Income due to the nature of SSAT’s operations.

The Company’s investment in SSAT was $ 101.5 million and $ 96.2 million at March 31, 2026 and December 31, 2025, respectively.

PROPERTY AND EQUIPMENT

Property and equipment as of September 30, 2025 and December 31, 2024 consisted of the following:

September 30,

Property and equipment as of March 31, 2026 and December 31, 2025 consisted of the following:

(In millions)

6 unchanged sentences

Total Property and Equipment, net

New vessel construction in progress at September 30, 2025 and December 31, 2024 includes milestone progress payments, capitalized interest and other costs related to the construction of three new Jones Act vessels.

New vessel construction in progress at March 31, 2026 and December 31, 2025 includes milestone progress payments, capitalized interest and other costs related to the construction of three new Aloha Class vessels.

Delivery of the vessels are expected during the first quarter 2027, the third quarter 2027 and the second quarter 2028.

GOODWILL AND INTANGIBLES

Goodwill by segment as of September 30, 2025 and December 31, 2024 consisted of the following:

Goodwill by segment as of March 31, 2026 and December 31, 2025 consisted of the following:

As of March 31, 2026

As of December 31, 2025

(In millions)

Transportation

Intangible assets as of September 30, 2025 and December 31, 2024 consisted of the following:

September 30,

Transportation

Intangible assets as of March 31, 2026 and December 31, 2025 consisted of the following:

(In millions)

5 unchanged sentences

Total Intangible Assets, net

The Company evaluates its goodwill and intangible assets for possible impairment in the fourth quarter, or whenever events or changes in circumstances indicate that it is more likely than not that the fair value is less than its carrying

The Company has reporting units within the Ocean Transportation and Logistics reportable segments.

The Company considered the general economic and market conditions and its impact on the performance of each of the Company’s reporting units.

Based on the Company’s assessment of its market capitalization, future forecasts and the amount of excess of fair value over the carrying value of the reporting units in the 2024 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three and nine months ended September 30, 2025.

Based on the Company’s assessment of its market capitalization, future forecasts and the amount of excess of fair value over the carrying value of the reporting units in the 2025 annual impairment tests, the Company concluded that an impairment triggering event did not occur during the three months ended March 31, 2026.

The Company continues to monitor events and changes in circumstances that could negatively impact the key assumptions used in determining the fair value, including the amount and timing of estimated future cash flows generated by the reporting units, long-term growth and discount rates, comparable company market valuations, and industry and economic trends, including the impact of tariffs.

2 unchanged sentences

The Capital Construction Fund (“CCF”) is described in Note 7 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

A summary of the activities within the CCF cash and cash equivalents, and investments account for the nine months ended September 30, 2025 and 2024 consisted of the following:

Nine Months Ended

September 30,

A summary of the activities within the CCF cash and cash equivalents, and investments account for the three months ended March 31, 2026 and 2025 consisted of the following:

Three Months Ended

(In millions)

1 unchanged sentence

CCF cash and cash equivalents balance at beginning of period

Cash deposits into the CCF

Cash withdrawal for the purchase of U.S.

Treasury debt securities and accrued interest

Proceeds from U.S.

6 unchanged sentences

CCF investments balance at beginning of period

Purchase of U.S.

Treasury debt securities

Treasury debt securities at maturity

Accretion of investments

Accretion of CCF investments

Total CCF investments balance at end of period

3 unchanged sentences

Treasury obligations fund with daily liquidity.

At September 30, 2025, these short-term securities had a weighted average life of 108 days .

At March 31, 2026, these short-term securities had a weighted average life of 103 days .

CCF Investments:

In February 2024, the Company purchased approximately $ 448.1 million of fixed-rate U.S.

Treasuries with accrued interest of $ 1.7 million using CCF cash.

The fixed-rate debt securities were purchased at a discount and have various maturity dates of less than 2 years .

The cost of these investments accretes to face value on a straight-line basis until maturity.

The cost of CCF investments accretes to face value on a straight-line basis until maturity.

Such accretion is included in interest income in the Condensed Consolidated Statements of Income and Comprehensive Income.

As of September 30, 2025, CCF investments maturities are as follows:

September 30, 2025

As of March 31, 2026, CCF investments maturities are as follows:

March 31, 2026

Year (in millions)

3 unchanged sentences

CCF Assigned Accounts Receivable:

As of September 30, 2025 and December 31, 2024, eligible accounts receivable of $ 81.2 million and $ 178.1 million were assigned to the CCF, respectively.

As of March 31, 2026 and December 31, 2025, eligible accounts receivable of $ 82.0 million and $ 82.3 million were assigned to the CCF, respectively.

Due to the nature of the assignment of eligible accounts receivable into the CCF, such assigned amounts are classified as part of accounts receivable in the Condensed Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the Company’s debt consisted of the following:

September 30,

The Company’s debt is described in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company’s debt consisted of the following:

(In millions)

10 unchanged sentences

Total Long-term Debt, net of deferred loan fees

Except as described below, the Company’s debt is described in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Private Placement Term Loans :

In September 2016, the Company issued $ 200.0 million of 15 -year senior unsecured notes (the “Series D Notes”) at an interest rate of 3.14 percent, payable semi-annually.

In December 2016, the Company issued $ 75 million of 11 -year senior unsecured notes at an interest rate of 3.37 percent, payable semi-annually.

Revolving Credit Facility:

On July 23, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for a five-year revolving credit facility, and $ 550 million in loan commitments, with an uncommitted $ 300 million increase option.

The Credit Agreement also amended certain covenants and other terms including (i) amending the pricing grid to provide for pricing ranging from, at the Company’s election, Secured Overnight Financing Rate (“SOFR”) plus a margin between 1.125 percent and 1.75 percent depending on the Company’s consolidated net leverage ratio, or base rate plus a margin between 0.125 percent and 0.75 percent depending on the Company’s consolidated net leverage ratio;

and (ii) eliminating the minimum consolidated interest coverage ratio financial covenant.

The Company may prepay any amount outstanding under the Credit Agreement without premium or penalty, in accordance with the terms of the Credit Agreement.

The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates.

The Credit Agreement also contains customary events of default.

As of September 30, 2025, the Company had $ 544.0 million of remaining borrowing availability under the $ 550 million revolving credit facility then in effect.

The Company used $ 6.0 million of the revolving credit facility for letters of credit outstanding as of September 30, 2025.

As of March 31, 2026, the Company had $ 544.3 million of remaining borrowing availability under its $ 550 million revolving credit facility.

The Company used $ 5.7 million of the revolving credit facility for letters of credit outstanding as of March 31, 2026.

Borrowings under the revolving credit facility are classified as long-term debt in the Company’s Consolidated Balance Sheets, as principal payments are not required until the maturity date.

Amendments to Existing Private Placement Term Loan Facilities and New Shelf Facilities (“Private Loan Facilities”):

On July 23, 2025, the Company and the holders of the Private Loan Facilities entered into amendments (collectively, the “2025 Note Amendments”) to each of (i) the Third Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of September 14, 2016, among the Company and the holders of the notes issued thereunder, as amended;

and (ii) the Note Purchase Agreement dated December 21, 2016, in each case as amended prior to such date.

The 2025 Note Amendments provide for amendments to certain covenants and other terms, including eliminating the minimum consolidated interest coverage ratio financial covenant.

Debt Maturities:

As of September 30, 2025, debt maturities are as follows:

Year (in millions)

September 30, 2025

Remainder of 2025

Deferred Loan Fees:

Activity relating to deferred loan fees excluding those related to the Company’s revolving credit facility for the nine months ended September 30, 2025 are as follows:

Deferred Loan Fees (in millions)

Balance at December 31, 2024

Payments of deferred loan fees

Amortization expense for the nine months ended September 30, 2025

Balance at September 30, 2025

As of September 30, 2025, amortization expense relating to deferred loan fees excluding those related to the Company’s revolving credit facility during the next five years and thereafter are as follows:

As of March 31, 2026, debt maturities are as follows:

Year (in millions)

March 31, 2026

Remainder of 2026

Total amortization expense of deferred loan fees

Revolving Credit Facility Deferred Loan Fees:

Deferred loan fees related to the Company’s revolving credit facility are recorded in other long-term assets in the Company’s Condensed Consolidated Balance Sheets and are amortized using the straight-line method, as the difference between that method and the use of the effective interest method is not material.

Deferred loan fees related to the Company’s revolving credit facility was $ 2.2 million and $ 0.7 million at September 30, 2025 and December 31, 2024, respectively.

During the three and nine months ended September 30, 2025, the Company paid $ 2.0 million related to the amendment of the revolving credit facility.

The Company’s leases are described in Note 9 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Components of Lease Cost:

Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

Components of lease cost recorded in the Company’s Condensed Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2026 and 2025 consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

(In millions)

4 unchanged sentences

Total lease cost, net

Future minimum lease payments of operating lease liabilities that have non-cancelable lease terms in excess of one year at September 30, 2025 are as follows:

Future minimum lease payments of operating lease liabilities that have non-cancelable lease terms in excess of one year at March 31, 2026 are as follows:

Year (in millions)

September 30, 2025

March 31, 2026

Remainder of 2026

3 unchanged sentences

Long-term operating lease liabilities

The Company’s income taxes are described in Note 10 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law.

Certain provisions of the Act were effective in fiscal 2025, while others are effective in fiscal 2026 and future years.

The application of the Act did not have a material impact on the Company’s effective tax rate during the three months ended March 31, 2026.

Income Taxes:

Income taxes consist of the following for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In millions)

Total current tax expense

Total deferred tax expense

Total income taxes

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the nine months ended September 30, 2025 consisted of the following:

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2026 consisted of the following:

Comprehensive

3 unchanged sentences

Amortization of prior service credit

Amortization of net actuarial loss

Amortization of net actuarial gain (loss)

Foreign currency exchange

1 unchanged sentence

Balance at March 31, 2026

Amortization of prior service credit

Amortization of net actuarial loss

Foreign currency exchange

Balance at June 30, 2025

Amortization of prior service credit

Amortization of net actuarial loss

Foreign currency exchange

Other adjustments

Balance at September 30, 2025

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the nine months ended September 30, 2024 consisted of the following:

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2025 consisted of the following:

Comprehensive

7 unchanged sentences

Balance at March 31, 2025

Amortization of prior service credit

Amortization of net actuarial gain (loss)

Foreign currency exchange

Balance at June 30, 2024

Amortization of prior service credit

Amortization of net actuarial loss

Foreign currency exchange

Balance at September 30, 2024

FAIR VALUE OF FINANCIAL INSTRUMENTS

5 unchanged sentences

The Company uses Level 1 inputs for the fair values of its cash and cash equivalents, and CCF cash and cash equivalents and investments, and Level 2 inputs for fixed rate debt.

The fair values of cash and cash equivalents, and cash and cash equivalents in the CCF approximate their carrying values due to the nature of the instruments.

The fair value of

investments in the CCF is calculated based upon quoted prices available in active markets.

The fair values of cash and cash equivalents, and CCF cash and cash equivalents approximate their carrying values due to the nature of the instruments.

The fair value of CCF investments is calculated based upon quoted prices available in active markets.

The fair value of fixed rate debt is calculated based upon interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.

The carrying value and fair value of the Company’s financial instruments as of September 30, 2025 and December 31, 2024 are as follows:

The carrying value and fair value of the Company’s financial instruments as of March 31, 2026 and December 31, 2025 are as follows:

Quoted Prices in

1 unchanged sentence

Carrying Value

Total

Inputs (Level 2)

1 unchanged sentence

(In millions)

September 30, 2025

Fair Value Measurements at September 30, 2025

March 31, 2026

Fair Value Measurements at March 31, 2026

Cash and cash equivalents

12 unchanged sentences

The calculation of diluted earnings per share includes the dilutive effect of non-vested restricted stock units.

The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended September 30, 2025 and 2024.

The computations for basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

(In millions, except per share amounts)

Effect of Dilutive Securities

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

The computation of weighted average common shares outstanding excluded a nominal amount of anti-dilutive restricted stock units for each period ended March 31, 2026 and 2025.

The computations for basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

(In millions, except per share amounts)

Effect of Dilutive Securities:

SHARE-BASED COMPENSATION

During the three and nine months ended September 30, 2025, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 5,200 and 236,400 shares, respectively, with a combined weighted average grant date fair value of $ 113.11 and $ 130.09 per share, respectively.

Total share-based compensation cost recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of general and administrative expenses was $ 5.3 million and $ 7.1 million for the three months ended September 30, 2025 and 2024 and $ 17.0 million and $ 19.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Total unrecognized compensation cost related to unvested share-based compensation arrangements was $ 26.2 million at September 30, 2025, and is expected to be recognized over a weighted average period of approximately 1.7 years.

Total unrecognized compensation cost may be adjusted for any unearned performance shares or forfeited shares.

SHARE-BASED AWARDS

The Company’s share-based awards are described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

During the three months ended March 31, 2026, the Company granted time-based restricted stock units and performance-based shares to certain of its employees totaling approximately 260,900 shares, with a combined weighted average grant date fair value of $ 116.28 per share.

Total share-based compensation expense, net of forfeitures recognized in the Condensed Consolidated Statements of Income and Comprehensive Income as a component of general and administrative expenses was $ 5.5 million and $ 5.8 million for the three months ended March 31, 2026 and 2025, respectively.

Total unrecognized compensation cost related to non-vested stock units and performance based equity awards was $ 36.5 million at March 31, 2026, and is expected to be recognized over a weighted average period of approximately 2.1 years.

PENSION AND POST-RETIREMENT PLANS

The Company’s pension and post-retirement plans are described in Note 11 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income (Loss) for the qualified pension plans and the post-retirement benefit plans for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

Pension Benefits

Post-retirement Benefits

Three Months Ended September 30,

(In millions)

Components of net periodic benefit cost (credit):

Interest cost

Expected return on plan assets

Amortization of net actuarial loss (gain)

Amortization of prior service credit

Net periodic benefit credit

Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income (Loss) for the qualified pension plans and the post-retirement benefit plans for the three months ended March 31, 2026 and 2025 consisted of the following:

Pension Benefits

Post-retirement Benefits

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

4 unchanged sentences

Amortization of prior service credit

Net periodic benefit credit

Net periodic benefit cost (credit)

COMMITMENTS AND CONTINGENCIES

The Company’s commitments and contingencies are described in Note 17 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

Contingencies and other litigation related matters are described as follows:

Environmental Matters:

The Company’s Ocean Transportation business has certain risks that could result in expenditures for environmental remediation.

The Company believes that based on all information available to it, the Company is currently in compliance, in all material respects, with applicable environmental laws and regulations.

The Company faces certain risks that could result in material expenditures related to environmental remediation.

The Company believes that based on all information currently available to it, the Company is currently in compliance, in all material respects, with applicable environmental laws and regulations.

Other Matters:

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements